KE 46059711.1

No. of Company 70371 COMPANIES (JERSEY) LAW 1991 COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

of

ATRIUM EUROPEAN REAL ESTATE LIMITED

(as amended by special resolution of the members of the Company passed on 23 May 2013) [25 April 2017])

COMPANIES (JERSEY) LAW 1991 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ATRIUM EUROPEAN REAL ESTATE LIMITED
  1. The name of the Company is "ATRIUM EUROPEAN REAL ESTATE LIMITED".

  2. The Company is a public company.

  3. There is no limit on the number of Shares of any class which the Company is authorised to issue.

  4. The liability of each member is limited by the amount (if any) unpaid on the Shares held by that member.

  5. The Company is a no par value company.

COMPANIES (JERSEY) LAW 1991 ARTICLES OF ASSOCIATION OF ATRIUM EUROPEAN REAL ESTATE LIMITED INTERPRETATION

1.1 In these Articles unless the context otherwise requires the following words and expressions shall have the meanings respectively assigned to them:

Admitted Institution"

each participant (aangesloten instelling) in Euroclear as defined in the WGE.

"Affiliated Institution"

any institution which is affiliated with the Approved Operator for the purpose of book-entry settlement of trades on the Stock Exchange (including Admitted Institutions).

"Annual General Meeting"

shall have the meaning given to it in Article 14.2.

"Approved Operator"

the official operator of an Uncertificated System.

"these Articles"

these Articles of Association in their present form or as from time to time amended.

"Associate"

(i) Ininrelation to a corporation:

  1. any person or corporation beneficially owning, directly or indirectly, twenty per cent, or more of the issued equity share capital of that corporation or able to exercise, directly or indirectly, twenty per cent, or more of the total votes in that corporation; or

  2. its subsidiaries, its holding company or a subsidiary of any such holding company; or

  3. any person or corporation controlled by a person or corporation who or which meets one or both of the criteria set out in (a); or

  4. (where that corporation is a manager or an investment manager or investment adviser) any corporation twenty per cent, or more of whose issued equity share capital is beneficially owned, directly or indirectly, by any manager, any investment manager or investment adviser taken together, and any corporation twenty percent, or more of the total votes in which can be exercised, directly or indirectly, by those companies

together; or

(e) any director or officer of that corporation or of any Associate ofthat corporation, as defined in (a), (b), (c) or (d).

  1. Inin relation to an individual or firm or other unincorporated body, any person, firm, corporation or other body directly or indirectly controlled by such person, firm, corporation or other body.

  2. Inin relation to the Investor Parties any fund, collective investment scheme, trust, partnership (including, without limitation, any co-investment partnership), special purpose or other vehicle or any subsidiary or affiliate of any of the foregoing that is controlled or advised by the relevant Investor Party or its Associates.

"Auditors"

the auditors of the Company appointed pursuant to these Articles.

"bankrupt"

Shall have the meaning defined in the Interpretation (Jersey) Law 1954.

"Certificated"

a unit of a security which is not Uncertificated and reference to a Share being held in certificated form should be construed accordingly.

"Book-Entry Deposit"

a book entry deposit (Girodepot) as meant in the WGE.

"clear days"

in relation to the period of a notice that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect.

"Collective Deposit"

a collective deposit (verzameldepof) as meant in the WGE.

"Company"

the company incorporated under the Law in respect of which these Articles have been registered.

"Directors"

the directors of the Company for the time being.

"Director Appointment and Removal Rights"

the Investor Parties' rights under Articles 24.3.1, 24.4.1,

24.5.1 or 24.6.1 to appoint and remove Directors as described in such Articles.

"Disclosure and Transparency Rules"

the Disclosure and Transparency Rules of the UKLA.

"Dividend"

every description of the dividend or distribution of the Company's assets made in accordance with the Law, to

Atrium European Real Estate Ltd. published this content on 07 April 2017 and is solely responsible for the information contained herein.
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